Definition

Noun: A staggered board of directors is a corporate governance structure in which only a portion (or a specific class) of the board members is elected in a given year, rather than having all directors stand for election annually. This creates overlapping terms for directors.

Usage

This term is used in the context of corporate governance, shareholder meetings, and discussions about corporate control and takeover defenses. * The company adopted a staggered board of directors to ensure continuity and stability in leadership. * Activist investors often campaign to de-stagger the staggered board of directors to make the entire board accountable to shareholders each year.

Advanced Usage

• A staggered board of directors is also known as a "classified board." This structure is considered a powerful anti-takeover measure because it prevents a potential acquirer from gaining control of the entire board in a single election cycle.
• The specific portion of the board elected each year (e.g., one-third) is often defined in the company's charter or bylaws.

Variants and Related Words

• Classified Board: A direct synonym for a staggered board of directors.
• De-stagger: A verb meaning to eliminate the staggered structure, typically requiring a shareholder vote to amend corporate bylaws.

Synonyms

• Classified board

Related Terms and Concepts

• Corporate Governance: The system of rules and practices by which a company is directed and controlled.
• Takeover Defense: Strategies, like a staggered board, used by a company's management to prevent or deter hostile takeovers.
• Annual Election: The standard alternative to a staggered system, where all directors are elected each year.

Noun

1. a board of directors a portion of whose members are elected each year instead of all members being elected annually